Summary
Realty Income Corporation (O) has filed an 8-K report detailing a material definitive agreement to acquire Spirit Realty Capital, Inc. (SRC) through a merger. The transaction is structured as Spirit Realty merging with a wholly-owned subsidiary of Realty Income, with Spirit's common stock being converted into Realty Income common stock at an exchange ratio of 0.762 shares, plus cash in lieu of fractional shares. Spirit's preferred stock will also be converted into equivalent Realty Income preferred stock. The merger is subject to customary closing conditions, including Spirit stockholder approval, regulatory filings, and listing approvals for Realty Income's shares on the NYSE. The deal is anticipated to close in the first quarter of 2024.
Key Highlights
- 1Realty Income Corporation (O) enters into a definitive agreement to acquire Spirit Realty Capital, Inc. (SRC) via a merger.
- 2The transaction is an all-stock deal where Spirit shareholders will receive 0.762 shares of Realty Income common stock for each share of Spirit common stock held.
- 3Spirit's preferred stock will be converted into comparable Realty Income preferred stock.
- 4The merger is subject to approval by Spirit's stockholders and other customary closing conditions.
- 5The target closing date for the merger is the first quarter of 2024.
- 6Spirit has customary non-solicitation provisions, with termination fees payable under certain circumstances.
- 7Realty Income may elect an alternative merger structure where Spirit merges directly into Realty Income.